SEPARATION AGREEMENT

Employee shall remain in the position of Executive Vice President and Chief Operating Officer of the Company, reporting to the Company’s Chairman and Chief Executive Officer, and shall continue to perform Employee’s current duties in good faith, to the best of Employee’s abilities and consistent with past practice until the Termination Date.

In consideration of Employee continuing in Employee’s current position as set forth in Section 1 and his compliance with the terms and conditions of this Agreement, including, without limitation, Employee’s execution of, and failure to revoke the General Release (as defined and further discussed in Section 3), and execution of the Consultancy Agreement in substantially the form attached hereto, Employee shall receive the following compensation (“Compensation Benefits”) at the times and in the manner specified (all payments to be net of applicable withholding and paid in accordance with the Company’s ordinary payroll practices):

From the date of this Agreement through the Termination Date:

Employee’s base salary at a rate of $430,000 per year (“Base Salary”),

Continued participation in Company health, dental and vision benefits (subject to the payment of ordinary Employee contributions), and

Payment for accrued but unused vacation in accordance with Company policy.

The Legacy Payment in the amount of $50,093.96 to be paid in the first regular payroll after the Termination Date.

Lump sum payments to be paid in the years designated below, and except as expressly provided by Section 2(c)(iii) and Exhibit 2, at the earlier of (i) the date on which the Company pays bonuses to its executives pursuant to the Company’s Management Incentive Plan for the prior year, or (ii) March 15 of the year of payment.

An amount, to be pro-rated to the Termination Date, which shall be, before pro-ration, no less than the lesser of (A) the product of a fraction, the numerator of which is the sum of the 2014 MIP bonuses awarded to Mark O’Brien, Gary Tillett, Denmar Dixon and Patricia Cook and the denominator of which is $3,200,000 (subject to adjustment if any of the foregoing’s target is adjusted) multiplied by $860,000 and (B) $860,000 (referred to herein as “Lump Sum No. 1,” see example of the calculation in Subsection (A) in Exhibit 1 hereto). In the event bonuses to be awarded to those listed in subsection (A) above have not been determined by March 15, then payment shall be made pursuant to Subsection (B). In the event that thereafter, payments to those mentioned in Subsection (A) result in a lower amount due to Employee, then the difference shall be deducted from future payments.

An amount equal to the product of (A) a fraction, the numerator of which is the number of days remaining in 2014 following the Termination Date and the denominator of which is 365, and (B) $800,000, to be paid in 2015 (“Lump Sum No. 2”), and

An amount equal to $800,000 less the amount of Lump Sum No. 2, to be paid partly in 2015 (“Lump Sum No. 3”) and partly in 2016 (“Lump Sum No. 4”) as provided in the example in Exhibit 2.

Treatment of equity awards:

All equity awards vested as of the date of the Termination Date shall remain vested and shall be subject to the terms and conditions of the respective award agreements.

The following equity awards are unvested as of the date of this Agreement and shall, subject to Employee’s compliance with the terms and conditions of this Agreement, including, without limitation, the provisions of Sections 3 and 7, and the terms and conditions of the Consultancy Agreement, be treated as set forth in the following table:

Except as otherwise provided in subparagraph (d)(ii), the foregoing awards shall be subject to the terms and conditions set forth in their respective award agreements.

Commencing on the Termination Date, Employee and the Company shall enter into the Consultancy Agreement which shall include the following terms:

Term - 12 months;

Consulting fee - $35,833 per month;

An amount equal to the monthly excess of the cost of COBRA continuation coverage and the amount that Company employees pay for similar coverage.

Employee’s right to Compensation Benefits following the Termination Date is subject to Employee’s execution and delivery of a general release within thirty days following the Termination Date (the “General Release”). The General Release shall be substantially in the form attached hereto as Appendix 2. No Compensation Benefits shall be paid or provided to Employee, unless and until such time as (i) Employee has executed the General Release and delivered it to the Company, and (ii) the revocation period in the General Release has expired without an exercise of the revocation rights by Employee.

Notwithstanding any provision of this Agreement or the release attached as Appendix 2 to the contrary, Employee shall remain liable for any obligations incurred as a result of violations of the Sarbanes-Oxley Act.

Employee agrees to resign as an officer and/or director of the Company or any of its subsidiaries or affiliates, effective as of the Termination Date, or such earlier date as the Company may request.

Employee agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by Employee during the period of Employee’s employment with the Company, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company, which result from or are suggested by any work Employee may do for the Company, or which result from use of the Company's premises or the Company's or its customers' property (collectively, the "Developments") shall be the sole and exclusive property of the Company. Employee hereby assigns to the Company Employee’s entire right and interest in any such Developments, and will hereafter execute any documents in connection therewith that the Company may reasonably request.

It is understood and agreed that Employee has had substantial relationships with specific businesses and personnel, prospective and existing, vendors, contractors, customers, and employees of the Company that are valuable and result in the creation of goodwill, and that the protection of those relationships is a material component of the consideration provided by the Company hereunder. Therefore, unless otherwise approved in writing by the Company’s Board of Directors, during, and for a period of 12 months following the termination of the Consultancy Agreement, Employee agrees that Employee shall not, directly or indirectly:

Solicit, divert, or accept business (either directly or indirectly) from any customer or prospective customer of the Company or any corporation controlling, controlled by, under common control with, or otherwise related to the Company or its subsidiaries or affiliated companies (collectively “Affiliates”);

Accept employment with, or become an independent contractor for, or accept any consideration for services rendered to or on behalf of any Competitor of the Company or its Affiliates, within the United States of America, or acquire any ownership interest in a Competitor of the Company, provided that the foregoing shall not prohibit ownership of stock in any publicly traded corporation where Employee holds less than 1% of the stock of the corporation (for purposes of this Agreement “Competitor” shall mean any business or division or unit of any business which provides, in whole or in part, in the United States of America, the same or similar services and/or products offered by the Company as described in the Company’s Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on February 28, 2014); or

Hire any employees or independent contractors of the Company and/or solicit or entice any such persons to leave the employ of the Company or its Affiliates.

Following the termination of Employee’s employment with the Company for any reason, neither Employee nor any director or executive officer of the Company shall, directly or indirectly, by or on the Employee’s behalf, or by or on the Company’s behalf, or in conjunction with any other person, persons, company, partnership, corporation, business entity or otherwise:

Make any statements or announcements or permit anyone to make any public statements or announcements concerning the termination of Employee’s employment with the Company other than mutually agreed upon press release(es), required public filings or other ordinary course disclosures or discussions, or

Make any statements that are inflammatory, detrimental, slanderous, or negative in any way to the interests of Employee or the Company or its subsidiaries, or their respective officers, directors employees, business(es) or operations.

Nothing in this section shall prevent either party from testifying or responding truthfully to any request for discovery or giving testimony in any judicial or quasi-judicial proceeding or any government inquiry, investigation or other proceeding or from making any public statements or filings required by law.

Employee acknowledges and agrees that Employee will respect and safeguard the Company’s property, trade secrets and confidential information. Employee will not disclose any Company trade secrets or confidential information acquired while an employee of the Company to any other person or entity, including without limitation, a subsequent employer, or use such information in any manner. Employee understands and agrees that he will remain subject to United States insider trading laws subsequent to the Termination Date and agrees to provide the Company’s Secretary, after the close of the market on any day on which Employee trades in Company stock, the details of such trade(s), for a period of six months following the Termination Date and the Company will file appropriate Form 4’s with the SEC on Employee’s behalf. Should Employee fail to timely provide such information, Employee shall be responsible for any such filings.

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (except to the extent exempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Attached as Exhibit 2 to this Agreement is a Schedule of payments which the Company and Employee believes, after consultation with counsel, complies with Section 409A of the Code. If the Company reasonably determines that any payment or benefit due under this Agreement, or any other amount that may become due to Employee after the Termination Date, is subject to Section 409A of the Code, and also determines that Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, upon Employee’s termination of employment for any reason other than death (whether by resignation or otherwise), no amount may be paid to Employee or on Employee’s behalf earlier than six months after the Termination Date (or, if earlier, Employee’s death) if such payment would violate the provisions of Section 409A of the Code and the regulations issued thereunder, and payment shall be made, or commence to be made, as the case may be, on the date that is six months and one day after the Termination Date (or, if earlier, one day after Employee’s death). For this purpose, Employee will be considered a “specified employee” if Employee is a “key employee”, within the exact meaning of “specified employee” and “key employee” defined in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder. Notwithstanding the above, the Company hereby retains discretion to make determinations regarding the identification of “specified employees” and to take any necessary corporate action in connection with such determination.

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, U.S. Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Employee shall have the right to accelerate or defer the

It is agreed and understood that this Agreement, the Appendices hereto, and the documents incorporated herein by reference shall constitute the entire agreement between Employee and the Company with respect to the subject matter hereof and shall supersede all prior agreements, discussions, understandings and proposals (written or oral) relating to Employee’s employment with the Company, including without limitation, the Employment Agreement, as amended. This Agreement shall be interpreted under and in accordance with the laws of the State of Minnesota without regard to conflicts of laws. Any dispute over the terms and conditions or application of this Agreement shall be resolved through non-binding arbitration pursuant to the rules of the American Arbitration Association (“AAA”). The arbitration will be heard by one arbitrator to be chosen as provided by the rules of the AAA and shall be held at a mutually acceptable location as designated by the parties. In the event the dispute is not resolved through arbitration, either party may submit the matter to the court having jurisdiction over the dispute. The parties expressly submit to the jurisdiction of those courts, and their appellate courts, for adjudication of all such disputes, claims, actions and lawsuits arising out of or relating to this Agreement, or for alleged breach of this Agreement, and agree not to bring any such action or proceeding in any other court. Both parties waive any defense of inconvenient forum as to the maintenance of any action or proceeding brought pursuant to this Section 11 in those courts, and waive any bond, surety, or other security that might be required of the other party with respect to any aspect of such action, to the extent permitted by law. Provided, however, that either party may bring a proceeding in a different court, jurisdiction or forum to obtain collection of any judgment, or to obtain enforcement of any injunction or order, entered against the other party.

Notwithstanding anything else in this Agreement, the Indemnification Agreement entered into by the Employee and the Company on August 3, 2011 continues to remain in full force and effect and is not superseded, replaced and or otherwise modified by the Separation Agreement including Appendices 1 and 2 thereof.

Consulting fees totaling $430,000 paid bi-weekly for twelve months.

Legacy Payment of $50,093.96 paid with first consulting fee payment.

Assuming Lump Sum No. 1 before pro-ration equals $860,000, Lump Sum No. 1 after pro-ration equals $860,000/12*10 = $716,667 paid before March 15, 2015.

Lump Sum No. 2 equals $800,000/12*2 = $133,333 paid before March 15, 2015.

Remaining $666,667 to be paid:

Lump Sum No. 3: $666,667 - ($520,000-$215,000-$50,093.96-$133,333) = $545,093.96 paid no later than December 31, 2015

Lump Sum No. 4: $666,667 - $545,093.96 = $121,573.04 paid by March 15, 2016

Employee does not release or waive any right or claim which Employee may have which arises after the date of this Release.

In exchange for this general release, Employee acknowledges that Employee has received separate consideration beyond that which Employee is otherwise entitled to under Employer’s compensation policies or applicable law.

Employee is releasing, among other rights, all claims and rights under the Age Discrimination in Employment Act ("ADEA") and the Older Workers' Benefit Protection Act ("OWBPA"), 29 U.S.C. §621, et seq.

This Release shall not effect the Company or the Employee’s respective rights and obligations under the Indemnification Agreement between the parties dated August 3, 2011.

Employee has twenty-one (21) days to consider this Release.

Employee has fifteen (15) days to revoke this Release after executing it. However, no consideration will be paid after the Termination date until after the revocation of the acceptance period has expired. For the revocation to be effective, Employee must give written notice of Employee’s revocation to Employer’s General Counsel.